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                                                                   EXHIBIT 10.11

                   PRIORITIZED LISTINGS SYNDICATION AGREEMENT

      THIS PRIORITIZED LISTINGS SYNDICATION AGREEMENT (the "Agreement"), made as
of October 12, 2001 (the "Effective Date"), is made by and between LookSmart,
Ltd., a Delaware corporation ("LookSmart"), and ELiberation Inc., a California
corporation ("ELiberation") (each, a "Party", or collectively referred to as the
"Parties").

      WHEREAS, ELiberation is the owner and provider of the cost-per-click
search engine ePilot (the "ePilot Service");

      WHEREAS, LookSmart is the owner of an Internet search and directory
service which includes the ability to search the Internet for relevant content
by typing a word or set of words into a search box (the "LookSmart Service");

      WHEREAS, the Parties desire to offer LookSmart Service as an integrated
component of the ePilot Service;

      NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:

1.    INTEGRATION OF LOOKSMART SERVICE INTO EPILOT SERVICE.

      1.1.  DEFINITIONS.

      "LookSmart Search Results" means a set of Prioritized Listings provided by
LookSmart from its proprietary database in response to an Internet user's
keyword search query on the EPilot Service. The LookSmart Search Results, when
integrated into the EPilot Service, will appear on the EPilot Service search
results.

      "ELiberation Affiliate" shall mean the web site operators who distribute
the EPilot Service or refer Internet users to the EPilot Service.

      "ELiberation Affiliate Site" shall mean the default Internet home page or
primary search functionality of ELiberation Affiliates.

      "ePilot Site" shall mean the default Internet home page that is accessed
by ELiberation subscribers or other Internet users and is located at
www.ePilot.com.

      "Destination Page" means the LookSmart customer's web page accessed by
clicking on a Prioritized Listing.

      "Prioritized Listing" means a text-based site title, description (maximum
255 characters, including spaces) and URL hyperlink (with tracking code) which
is drawn from the LookSmart database of Prioritized Listings in response to a
keyword search query.

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      "Referral" occurs when a bona fide Internet user (which excludes a robot,
spider, software, scraper or other mechanical, artificial or fraudulent means,
or a person who is not seeking to use the Distribution Provider Service for a
legitimate web search, e.g., has been paid or otherwise motivated to click)
clicks through on a Listing and accesses a Destination Page. The Listings
Provider will identify Referrals by means of a "come from tag" in the Redirect
URL hyperlink from Listings. For the avoidance of doubt, no Referral will occur
unless the Destination Page is fully served to the end-user's browser.

2.    INTEGRATION. LookSmart will provide the LookSmart Search Results in
response to a user's keyword search query via a text-based data feed from the
LookSmart database. The web pages containing LookSmart Search Results will be
served and hosted by ELiberation, provided that ELiberation shall serve the
LookSmart Search Results in the order presented to ELiberation by LookSmart. The
database and search algorithm (and any modifications thereto during the Term)
used to generate the LookSmart Search Results are proprietary to LookSmart and
shall remain entirely within LookSmart's control. All Prioritized Listings
returned by LookSmart in response to a search query shall in all cases be
included by ELiberation (a) in the order provided by LookSmart and (b) in order
of prominence relative to other ELiberation results based on the price that
LookSmart is paying ELiberation for such queries. If a user's search query does
not result in any matches with search results from the LookSmart database, then
no LookSmart Search Results will be displayed on the search results page.
LookSmart retains the right to modify the appearance and content of the
LookSmart Search Results, as well as the underlying database and search
algorithm, so long as the modifications do not substantially change the location
and layout described in this paragraph. ELiberation will complete integration
and launch the Prioritized Listings no later than 14 days from the Effective
Date of this Agreement, provided that ELiberation is given all necessary
resources and assistance by LookSmart within 5 ays of such date.

3.    FEES AND PAYMENT. LookSmart shall pay to ELiberation a specified amount
per Referral on a monthly basis based on the volume of Referrals ELiberation
generates, as follows:

                                      ***

LookSmart will make such payments to ELiberation within 30 days after the end of
calendar month.

4.    RESPONSIBILITY FOR LOOKSMART SEARCH RESULTS. LookSmart will be solely
responsible for the generation and collection of revenue from advertising or
sponsorships on the LookSmart Search Results, and shall have sole responsibility
for building the Prioritized Listings database and delivery of the LookSmart
Search Results to ELiberation. LookSmart shall retain sole discretion as to the
location, type and content of advertising served on the LookSmart Search
Results.

5.    REPORTING AND USER DATA.

      5.1   MONTHLY TRAFFIC REPORTS. LookSmart shall provide to ELiberation
monthly Referral summaries within 30 days following the end of each month
detailing the number of Referrals and the revenue generated in the corresponding
month ("Traffic Reports").


*** Portions of this page have been omitted pursuant to a request for
    confidential treatment and filed separately with the Securities and Exchange
    Commission.

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LookSmart's determination of the number of Referrals during any period shall be
dispositive, unless there is a ten (10%) or greater discrepancy between the
numbers reported by the parties, in which case the parties will promptly meet
and work together in good faith to determine the cause of the discrepancy. Once
a discrepancy is identified, the Parties will make any necessary adjustments at
the time of the next payment.

      5.2. BOOKS & RECORDS; AUDITING. During the Term of this Agreement and for
a period of six months thereafter, the Parties will each maintain accurate and
complete books and records, including copies of all customer and other
correspondence, relating to such Party's performance of its obligations under
this Agreement. Each Party will have the right, no more than once in any twelve
(12) month period during the Term, to audit the other Party's books and records
which are relevant to the performance of its obligations under this Agreement
upon ten (10) days' prior written notice. Such audits will be performed by the
auditing Party's representatives and will be conducted during normal business
hours. Costs for such audits will be paid for by the auditing Party, unless the
results of the audit show a shortfall in any payment owed or paid to ELiberation
during the period covered by the audit exceeding ten percent (10%), in which
case the reasonable costs for the audit will be paid by LookSmart.

      5.3. TRAFFIC INCREASES; AFFILIATE DISTRIBUTION AND CLICK THROUGH RATE.
ELiberation will provide LookSmart with 30 days prior written notice (or as soon
as possible if implementation is completed in less than 30 days) before
launching the ePilot Service with new affiliates or traffic sources that will,
in ELiberation's reasonable opinion, increase the number of monthly Referrals by
the greater of (i) 30% or more over then-current levels or (ii) increase the
total monthly Referrals to over two million Referrals per month. Notice shall
include the proposed time frame for launching the LookSmart Search Results and
ELiberation's reasonable estimate of the likely increase in traffic on a monthly
basis during the remainder of the Term. LookSmart will have no obligation to pay
for Referrals for which a timely notice is not provided under this section.
LookSmart reserves the right, upon written notice to ELiberation, to refuse to
allow distribution, sublicensing and syndication of the LookSmart Search Results
on the particular affiliate or traffic source, in its sole discretion. If at any
time during the term of this Agreement, the average Click Through Rate (total
Referrals to LookSmart divided by total queries) from the iPilot Service falls
below 0.5% over a 14 day period, LookSmart will have the option to stop
processing queries, and the parties will promptly meet and work together in good
faith to determine the cause of the low Click Through Rate. Upon LookSmart's
request, ELiberation will make commercially reasonable effort to offer reporting
of affiliate traffic to allow LookSmart to determine the performance of
Prioritized Listings on the ePilot Service and ePilot Affiliate Sites.

6.    LICENSES.

      6.1. TRADEMARK LICENSE. During the Term of this Agreement, each party
hereby grants to the other party a non-exclusive, non-sub-licensable,
non-transferable, royalty-free right and license (the "Trademark License") to
use, display and reproduce such party's name, logo, trademarks and service marks
(the "Trademarks"), solely for the purposes of displaying and maintaining the
LookSmart Service and EPilot Service as set forth in this Agreement. Each party

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acknowledges that the other party's Trademark is and will remain the exclusive
property of such party and all use by each party of any Trademark will inure
solely to the benefit of the owning party. Neither this Agreement nor any rights
granted hereunder will operate as a transfer of any rights in or to any
Trademark, except for the limited rights expressly granted under this Agreement.
No party will take any action that would undermine, conflict with, or be
contrary to the intellectual property rights and interest of the other party,
including, without limitation, any use of, or attempt to register, any
trademark, service mark or trade name substantially similar to any other party's
Trademark.

      6.2. DATABASE LICENSE. During the Term of this Agreement and subject to
the terms hereof, LookSmart hereby grants to ELiberation a royalty free,
non-transferable, non-exclusive license, to (i) use, transmit, integrate,
display and distribute the LookSmart Search Results (the "Content") via the
EPilot Service, to Internet end-users on the ELiberation Site, and (ii) subject
to Section 5.3 above, sublicense the Content to ELiberation Affiliate Sites,
provided that such ELiberation Affiliates shall enter into a written contract
with ELiberation by which the same license and trademark limitations and
restrictions are placed on ELiberation Affiliates as are placed hereby on
ELiberation. ELiberation shall not allow any of the Content to be used,
disclosed to or shared with any ELiberation related entities, except in
accordance with the terms hereof. The rights granted by LookSmart hereunder,
including without limitation the license regarding the Content, are limited to
the display and distribution as part of the EPilot Service directed primarily at
Internet end-users in North America. LookSmart grants no license for any such
services directed primarily at Internet end-users outside North America.

      6.3.  CONTENT AND DATA OWNERSHIP. LookSmart shall retain all right, title
and interest in and to the LookSmart directory, database, algorithm and related
technology, and all traffic data collected under this Agreement. LookSmart will
retain all right, title and interest in and to the intellectual property
included in the Content (including, but not limited to, ownership of all
copyrights and other intellectual property rights therein). Other than as
expressly set forth herein, ELiberation and its agents, officers, directors,
employees, related parties, affiliates and representatives will not (i) sell,
resell, rent, license, sublicense, transfer, assign or redistribute in any way
the Content except as may be expressly permitted herein; or (ii) attempt to
reverse engineer, decompile, disassemble or otherwise attempt to derive any of
LookSmart's Content, algorithms, databases, computer programs, ontology,
directory structure, patents, copyrights, or other proprietary rights or
LookSmart's methodology related to the creation and compilation of LookSmart
URLs from the Content or any other information furnished to ELiberation by
LookSmart, or permit any third party to attempt any of the foregoing.

7.    PUBLICITY. LookSmart and ELiberation shall consult and confer with each
other prior to making any public announcement concerning any of the transactions
contemplated in this Agreement, and shall cooperate with each other to issue
appropriate joint press releases in connection with the execution of this
Agreement. Neither LookSmart nor ELiberation shall issue a press release or make
any other public statement concerning the existence or terms of this Agreement
or any of the transactions contemplated in this Agreement without the prior
written approval of the other Party; provided that nothing in this Section shall
prevent a Party from making a public disclosure which is, in the opinion of such
Party's counsel, required by applicable law or the rules and regulations of the
securities exchange on which such Party is

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listed; provided further that in such event, the disclosing party provides the
other party with written notice of the intended disclosure and uses reasonable
efforts to obtain confidential treatment of the relevant portions of the
Agreement.

8.    TERM. The term of this Agreement will commence on the Effective Date and,
unless earlier terminated, will continue for *** from the Effective Date (the
"Initial Term"). This Agreement will automatically be renewed for successive ***
periods (each, a "Renewal Term") on the same terms and conditions at the end of
the Initial Term and at the end of each Renewal Term, unless either party
provides at least 60 days prior notice of non-renewal of the then-current Term.
The Initial Term and any Renewal Terms shall be known collectively as the
"Term". During the Term, either Party may terminate the Agreement if (i) the
other Party materially breaches the Agreement and the breach remains uncured for
30 days after receipt of written notice of the breach, or (ii) the other party
becomes the subject of a voluntary petition in bankruptcy or any voluntary
proceeding relating to insolvency, receivership, liquidation or composition for
the benefit of creditors; (iii) the other party becomes the subject of an
involuntary petition in bankruptcy or any involuntary proceeding relating to
insolvency, receivership, liquidation or composition for the benefit of
creditors, if such petition or proceeding is not dismissed within 60 days of
filing. After the Initial Term, either party may terminate the Agreement on 60
days' prior written notice at any time for any reason.

      8.1. EVENTS UPON TERMINATION. Upon termination of this Agreement, each
Party shall cease to use the Content, intellectual property, trademarks, service
marks and/or trade names of the other Party, except as the Parties may agree in
writing.

      8.2. SURVIVABILITY. Sections 7 through 12 hereof shall survive and
continue beyond the term and termination of this Agreement for a period of one
year.

9.    CONFIDENTIALITY.

      9.1. The Parties agree and shall cause their directly or indirectly
related parties, parent, sister or brother companies, affiliates, employees,
contractors, agents and representatives, if any, to agree to hold all
Confidential Information, as defined herein, in trust and confidence for a
period of five (5) years after the expiration of the Term. Except as may be
authorized by the Party disclosing Confidential Information (the "Disclosing
Party") in writing, the Party receiving any Confidential Information (the
"Receiving Party") shall not use such information for any purpose or disclose it
to any person or entity, other than in the performance of the Receiving Party's
obligations and duties under this Agreement.

      9.2. "Confidential Information" shall mean any information relating to or
disclosed by either party in the course of the performance of this Agreement,
which is or should be reasonably understood to be confidential or proprietary,
including, but not limited to, the LookSmart database, search technology,
algorithms, directory organization and structure, technology, material terms of
this Agreement, technical processes, source code, product designs, sales, cost
and other unpublished financial information, product and business plans,
projections, and marketing data. Confidential Information shall not include, and
the Receiving Party will not be liable for disclosure of, any information
received by the Receiving Party under this Agreement if

*** Portions of this page have been omitted pursuant to a request for
    confidential treatment and filed separately with the Securities and Exchange
    Commission.


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the information: (a) is generally available to or known to the public through no
wrongful act of the Receiving Party; (b) was previously known by the Receiving
Party through no wrongful act of the Receiving Party; (c) was disclosed to the
Receiving Party by a third party under no obligation of confidentiality to the
Disclosing Party; or (d) is lawfully required to be disclosed to any
governmental agency or is otherwise required to be disclosed by law, provided
that the Receiving Party will first have provided the Disclosing Party with
prompt written notice of such required disclosure and will take reasonable steps
to allow the Disclosing Party to seek a protective order with respect to the
confidentiality of the information required to be disclosed.

10.   REPRESENTATIONS AND WARRANTIES.

      10.1. BY LOOKSMART. LookSmart hereby represents and warrants as follows:

            (a) The content of the LookSmart Search Results served by LookSmart,
which includes all text, graphics, logos, trademarks, content or copyrighted
material of LookSmart or any third party, but does not include any content,
copyrighted material, photos, graphics, text or other information accessed by
clicking through the LookSmart Service onto a third party's website (the
"Service Content"), and the LookSmart Trademarks licensed to ELiberation for use
hereunder, are owned or licensed by LookSmart.

            (b) LookSmart has the authority and full corporate power to enter
into this Agreement, and the execution, delivery and performance of this
Agreement by LookSmart does not constitute or cause a breach of its charter,
by-laws, any license or permit, or any other agreement to which LookSmart is a
party.

      10.2. BY ELIBERATION. ELiberation hereby represents and warrants as
follows:

            (a) The content on the EPilot Service and the advertising and
promotional material served by ELiberation on the EPilot Service, which includes
all text, graphics, logos, trademarks, content or copyrighted material of
ELiberation or any third party displayed the EPilot Service, but does not
include any content, copyrighted material, photos, graphics, text or other
information accessed by clicking through the EPilot Service onto a third party's
website (the "EPilot Service Content"), and the ELiberation Trademarks licensed
to LookSmart for use hereunder, are owned by ELiberation or licensed to
ELiberation.

            (b) ELiberation has the authority and full corporate power to enter
into this Agreement, and the execution, delivery and performance of this
Agreement by ELiberation does not constitute or cause a breach of its charter,
by-laws, any license or permit, or any other agreement to which ELiberation is a
party.

11.   INDEMNIFICATION.

      11.1. Except as otherwise provided in this Agreement, subject to the
conditions and limitations set forth below in this Section 11, each Party to
this Agreement (an "Indemnifying Party") will defend, indemnify and hold the
other Party, its parent, subsidiaries and affiliates, and its current and former
officers, directors, employees, contractors, agents and representatives

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(collectively, the "Indemnified Party") harmless from and against any and all
liabilities, losses, damages and costs, including reasonable attorneys' fees
(collectively, "Losses"), resulting from a third party claim connected with (a)
any breach by an Indemnifying Party of any covenant, representation or warranty
contained herein, (b) the failure by an Indemnifying Party or any of its
dealers, agents, employees or subcontractors to perform its duties or
obligations hereunder, (c) the negligent, intentionally wrongful or illegal acts
or omissions of an Indemnifying Party or any of its dealers, agents, employees
or subcontractors, or (d) any statement by an Indemnifying Party containing
misleading or inaccurate references to the other Party, including the other
Party's products or services, in any press release or other public statement for
which prior written approval was not obtained.

      11.2. NOTICE; PROCEDURE. It will be an ongoing condition of the foregoing
indemnity that the Indemnified Party give the Indemnifying Party prompt written
notice of any actual or threatened claim, and provide the Indemnifying Party
with all reasonably accessible information regarding such claims in the
Indemnified Party's possession. The Indemnified Party will promptly notify the
Indemnifying Party of any claim, demand, suit or proceeding for which the
Indemnifying Party has agreed to indemnify and hold the Indemnified Party
harmless, and the Indemnifying Party, upon written request by the Indemnified
Party, will promptly defend and continue the defense of such claim, demand, suit
or proceeding at the Indemnifying Party's expense. If the Indemnifying Party
fails to undertake and continue such defense, the Indemnified Party will have
the right (but not the obligation) to make and continue such defense as it
considers appropriate, and the expenses and costs thereof, including but not
limited to attorneys' fees, out-of-pocket expenses and the costs of an appeal
and bond thereof, together with the amounts of any judgment rendered against the
Indemnified Party, will be paid by the Indemnifying Party. The Indemnifying
Party shall not enter into any settlement of an indemnified claim for which the
Indemnified Party does not receive a general release without the prior written
approval of the Indemnified Party. Nothing herein will prevent the Indemnified
Party from defending, if it so desires in its own discretion, any such claim,
demand, suit or proceeding at its own expense through its own counsel,
notwithstanding that the defense thereof may have been undertaken by the
Indemnifying Party.

      11.3. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, EACH PARTY
SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT
OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

      11.4. THE INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN SHALL BE THE SOLE
AND EXCLUSIVE MEANS OF OBTAINING A REMEDY FROM A PARTY HERETO IN CONNECTION WITH
THIS AGREEMENT, EXCEPT IN THE EVENT OF FRAUD, GROSS NEGLIGENCE OR CRIMINAL
CONDUCT. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE
TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER
PARTY OR ANY THIRD PARTY, WHETHER IN AN

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ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF THE OTHER PARTY OR
ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AMOUNT
OF EITHER PARTY'S LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL BE
LIMITED TO THE AMOUNTS PAID UNDER THIS AGREEMENT BY LOOKSMART DURING THE 12
MONTHS PRECEDING THE DATE OF THE INDEMNIFYING PARTY'S RECEIPT OF NOTICE OF CLAIM
FOR LOSSES.

12.   GENERAL PROVISIONS.

      12.1. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between the parties and supersedes any and all prior written or oral proposals,
agreements, and representations between them. This Agreement may be changed only
by mutual agreement of the parties in writing. No waiver by either Party of any
breach of any term or condition of this Agreement will constitute a waiver of,
or consent to, any subsequent breach of the same or any other term or condition
of this Agreement.

      12.2. ASSIGNMENT. This Agreement will be binding on and will inure to the
benefit of the parties hereto and their respective successors and assigns.
Neither this Agreement nor any right or obligation hereunder may be assigned or
delegated by either Party without the express prior written consent of the other
Party or its successors, which consent shall not be unreasonably withheld, and
any purported assignment in derogation of the foregoing shall be without any
effect; provided that either party may freely assign this Agreement, with notice
to the other party, to a successor in interest or other entity acquiring said
party through the sale of all or substantially all of said party's assets,
acquisition, merger or similar transaction, provided that the successor entity
has agreed in writing to assume all rights and obligations of said party
hereunder.

      12.3. SEVERABILITY. Any term or provision of this Agreement held to be
illegal or unenforceable shall, if possible, be interpreted so as to be
construed as valid, but in any event the validity or enforceability of the
remainder hereof shall not be affected.

      12.4. NOTICES. Any notice or other communication required or permitted to
be given under this Agreement shall be in writing and may be personally served,
sent by a recognized overnight courier or by registered or certified United
States, or Canadian mail, return receipt requested, and shall be deemed to have
been received when: (a) delivered in person; (b) one (1) business day after
delivery to the office of such overnight courier service; or (c) three (3)
business days after depositing the notice in the United States or Canadian mail
with postage prepaid and properly addressed to the other Party via certified or
registered mail. Any such notices will be addressed as follows, or to such other
address as may be specified hereafter in writing in accordance with this
sentence:

            For LookSmart:

            LookSmart, Ltd.
            625 Second Street
            San Francisco, CA  94107
            Attn:  Business Development
            Copy to: Erik Riegler, Esq.
            Fax:  (415) 348-7034

            For ELiberation:

            ELIBERATION.com Inc.

            eLiberation Corporation
            24422 Avenida de la Carlota Suite 120
            Laguna Hills, CA 92653

      12.5. CHOICE OF LAW. This Agreement will be governed by and construed in
accordance with the substantive laws of the State of California, without regard
to or application of choice-of-laws provisions, and the Parties agree to submit
to the exclusive jurisdiction of and bring any actions in the state or federal
courts located in the State of California, San Francisco County.

      12.6. INDEPENDENT CONTRACTORS. The parties agree that their relationship
is that of independent contractors acting for their own account. Neither Party
is authorized to make any commitment or representation, express or implied, on
the other's behalf unless authorized in writing. This Agreement will not be
interpreted or construed to create an association, joint venture or partnership
or to impose any partnership obligation or liability upon either Party.

      12.7. HEADINGS. The section headings herein are provided for convenience
only and have no substantive effect on the construction of this Agreement.

      12.8. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which will be considered an original, but all of
which together will constitute one and the same instrument. A facsimile of a
signed copy of this Agreement received from either Party may be relied upon as
an original.

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IN WITNESS WHEREOF, duly authorized representatives of the parties have executed
this Agreement as of the date set forth on the first page hereof.

LOOKSMART, LTD.                            ELIBERATION INC.

By: /s/ Scott Stanford                     By: /s/ David Lowe
    ---------------------------------          ---------------------------------

Name:   Scott Stanford                     Name:   David Lowe

Title:  VP. Business Development           Title: Business Development Manager

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          AMENDMENT TO THE PRIORITIZED LISTINGS SYNDICATION AGREEMENT
              BETWEEN LOOKSMART, LTD. AND INTERCHANGE CORPORATION

      This Amendment (the "Amendment") to the Prioritized Listings Syndication
Agreement dated as of October 19, 2001 (as amended, the "Agreement") is entered
into and effective as of June 30, 2004 (the "Effective Date") by and between
LookSmart, Ltd., a Delaware corporation, ("LookSmart") and Interchange
Corporation (formerly eLiberation Inc.), a Delaware corporation ("Partner").

      NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties agree that during the term of this Amendment, the Agreement will be
amended as follows:

1.    Section 1. Section is hereby amended to include the following definitions:

      "CLICK" occurs when a bona fide Internet user (which excludes a robot,
      spider, software, scraper or other mechanical, artificial or fraudulent
      means, or a person who is not seeking to use the Partner Network for a
      legitimate web search, e.g. has been paid or otherwise motivated to click)
      clicks on a Paid Listing and accesses the destination site.

      "GROSS REVENUE" means total invoices generated from Search Results on
      Partner Network during the applicable period, plus or minus any net
      credits or returns from previous periods.

      "PAID LISTING" means a listing for which a third party has paid to include
      in Search Results.

      "PARTNER NETWORK" means all of Partner's affiliates which are under
      contractual obligation to distribute Partner's search results across their
      websites. Partner's affiliates include:

      "SEARCH RESULTS" means Prioritized Listings provided by LookSmart to
      Partner hereunder during the Term hereof. The Search Results will include
      Sponsored Search.

      "SPONSORED SEARCH" means a LookSmart product that returns results
      containing only Paid Listings. The amount that an advertiser pays to
      LookSmart influences (among other factors) the position in which the
      advertiser's listing appears in Sponsored Search.

      2.    Section 3. Section 3 is hereby deleted and replaced with the
following:

      COST PER CLICK (CPC). Subject to the terms and conditions hereof, for any
      given calendar month, LookSmart will pay Partner ***% of Gross Revenue for
      all valid Clicks generated by Partner, as recorded by LookSmart's
      proprietary click tracking system. LookSmart will have sole discretion to
      adjust the CPC bid revenue share to more than ***% of Gross Revenue for
      each search term. Partner may use the CPC bid included in the live feed
      for its internal purposes, but the parties agree that all CPC bid amounts
      submitted by LookSmart are confidential information for internal use only,
      and shall not be posted on Partner's or Partner's Network web pages or
      disclosed to any third parties.

      3.    Section 8. Section 8 is hereby deleted and replaced with the
following:

      8.1   TERM. The term of this Agreement (the "TERM") will begin on the
            Effective Date of this Amendment and will end *** later. The
            Agreement will then automatically renew for successive *** periods,
            unless either party gives written notice to the other party of its
            intention not to renew at least 60 days prior to the end of the
            then-current term or renewal term.

      8.2   TERMINATION. Either party may terminate this Agreement if the other
            party (i) materially breaches its obligations hereunder and such
            breach remains uncured for thirty (30) days following delivery of
            written notice to the breaching party of the breach, or (ii) is
            subject


*** Portions of this page have been omitted pursuant to a request for
    confidential treatment and filed separately with the Securities and Exchange
    Commission.


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            to voluntary or involuntary bankruptcy proceedings, insolvency,
            liquidation or otherwise substantially discontinues its business
            operations.

      8.3   EFFECT OF TERMINATION. Termination of this Agreement by either party
            will not act as a waiver of any breach of this Agreement and will
            not act as a release of either party hereto from any accrued
            liability (including payments as set forth in the following section)
            or liability for breach of such party's obligations under this
            Agreement. Within thirty (30) days following the expiration or
            termination of this Agreement, each party will pay to the other
            party all sums, if any, due and owing as of the date of expiration
            or termination, net of any amounts due from the other party as of
            such date. Upon the expiration or termination of this Agreement for
            whatever reason, each party shall immediately cease to use the other
            party's trademarks, proprietary information, Search Results,
            intellectual property (including derivative works or modifications
            thereof) and Confidential Information in any manner whatsoever, and
            shall destroy or return (at the option of the other party), any such
            property, or materials representing the same to the other party, and
            provide the other party with an officer's certificate attesting to
            such return/destruction. For the avoidance of doubt, upon
            termination or expiration of this Agreement, the license granted
            hereunder shall terminate and Partner and its agents shall
            immediately cease all use of the Search Results.

      8.4   SURVIVABILITY. Sections 7 through 12 hereof shall survive and
            continue beyond the term and termination of this Agreement for a
            period of one year.

4.    Section 12.2. Section 12.2 is hereby deleted and replaced with the
following:

      ASSIGNMENT/CHANGE OF CONTROL. Neither party may assign this Agreement, in
      whole or in part, without the other party's written consent (which will
      not be unreasonably withheld). In the event of a change of control,
      merger, reorganization or sale of all, or substantially all, of one
      party's assets to a third party, the other party may terminate this
      Agreement upon 10 days prior written notice at any time after the closing
      of such transaction. For the purposes hereof, a 'change of control' shall
      mean a transaction in which the shareholders of a party prior to the
      closing do not retain majority ownership of the party after the closing of
      such transaction.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date set
forth above. In the event of any conflict between the terms hereof and the terms
of the Agreement, the terms hereof shall govern. This Amendment may be executed
in counterparts, each of which may be an original or fax copy, and all of which
together shall form one instrument.

LOOKSMART LTD.                             INTERCHANGE CORPORATION

By: /s/ A. Mamone                          By: /s/ David Lowe
    -----------------------------------        ---------------------------------
Name: A. Mamone                            Name: David Lowe
      ---------------------------------          -------------------------------
Title: SVP, Sales & Marketing              Title: Director, Business Development
       --------------------------------           ------------------------------

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